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Exhibit 10.1
AGREEMENT
Agreement between AmeriVision Communications, Inc. ("Company") and
Xxxx Xxxxxxxx ("Xxxxxxxx") dated the 13th day of April, 1998 as follows:
follows:
1. Xxxxxxxx resigns effective this date as an officer, director,
and employee of Company. Xxxxxxxx and Company agree to handle
this separation in a professional and courteous manner.
2. Company will pay outstanding notes payable due Xxxxxxxx in
full on the current payment schedule.
3. Company will pay Xxxxxxxx $60,000 per month starting on April
13, 1998 and each 30 days thereafter. This payment of $60,000
includes $40,000 per month as payment on the accrued
dividends due Xxxxxxxx at December 31, 1997 by Company (until
such accrued dividends are paid in full) and $20,000 per
month as a payment in lieu of commissions. The payment of
$60,000 will be adjusted to $20,000 per month after the
dividends have been paid in full. The first monthly payment
due after the Coast Business loan closes will be increased by
$40,000 for that month only. The payment of $20,000 per month
will continue for the duration of Xxxxxxxx'x life.
4. The Company can elect to discontinue the $20,000 per month
(described in Section 3) due to any of the following:
a. If Xxxxxxxx does not provide advisory services to
Company as requested for the nine month period from
the date of the Agreement.
b. If Xxxxxxxx takes actions which are significantly
detrimental to the interests of AmeriVision, (other
than the competition discussed in 4c).
c. If Xxxxxxxx competes against Company or solicits
their employees for hire within a period of one year
(unless a public offering by Company occurs sooner
but in any event the period is no less than nine
months from date of Agreement). If Xxxxxxxx complies
with this clause 4c. Xxxxxxxx will be paid $200,000
on April 13, 1999 as an additional payment.
5. Xxxxxxxx hereby grants the rights of first refusal to Company
if Xxxxxxxx decides to sell any or all of Xxxxxxxx'x existing
shares in Company. This right of refusal shall give Company
the ability to match any bona fide third party offer for such
shares. This right will continue so long xx Xxxxxxxx holds
any of his existing shares in the Company.
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6. Xxxxxxxx will transfer by April 18, 1998 all of his shares in
Visionquest Inc. to Company for no additional consideration.
7. Xxxxxxxx waives any claims against Company as of the date of
this Agreement.
8. Xxxxxxxx acknowledges that his resignation is voluntary, that
he desires to pursue other business interests, and that he
will seek God's direction to determine the best way for him
to serve God.
/s/ Xxxx Xxxxxxxx /s/ Xxxxx Xxxxxx
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Xxxx Xxxxxxxx Xxxxx Xxxxxx
President
AmeriVision Communications, Inc.
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